SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Keirn Cris

(Last)

(First)

(Middle)

C/O TURTLE BEACH CORPORATION

44 SOUTH BROADWAY, 4TH FLOOR

(Street)

WHITE PLAINS

10601

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/01/2023

3. Issuer Name and Ticker or Trading Symbol
Turtle Beach Corp [ HEAR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Interim CEO

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	9,832	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Units	⁽¹⁾	⁽¹⁾	Common Stock	6,875	⁽²⁾	D
Restricted Stock Units	⁽³⁾	⁽³⁾	Common Stock	9,000	⁽²⁾	D
Restricted Stock Units	⁽⁴⁾	⁽⁴⁾	Common Stock	15,750	⁽²⁾	D
Restricted Stock Units	⁽⁵⁾	⁽⁵⁾	Common Stock	28,000	⁽²⁾	D
Stock Option (Right to Buy)	⁽⁶⁾	04/01/2029	Common Stock	19,167	$12.1	D
Stock Option (Right to Buy)	⁽⁷⁾	04/01/2030	Common Stock	12,605	$5.95	D

Explanation of Responses:

1. These restricted stock unit awards ("RSUs") vest in equal annual installments until April 1, 2024. As of the date of this report, 20,625 RSUs have vested and 6,875 RSUs remain unvested.

2. The securities are RSUs representing a contingent right to receive one share of Turtle Beach Corporation common stock, or cash with a value equal to the fair market value of the underlying common stock, or a combination thereof.

3. These RSU awards vest in equal annual installments until April 1, 2025. As of the date of this report, 9,000 RSUs have vested and 9,000 RSUs remain unvested.

4. These RSU awards vest in equal annual installments until April 1, 2026. As of the date of this report, 5,250 RSUs have vested and 15,750 RSUs remain unvested.

5. These RSU awards vest in equal annual installments until April 1, 2027. As of the date of this report, 28,000 RSUs remain unvested.

6. All options were exercisable as of the date of this report.

7. These options are scheduled to vest in equal monthly installments until April 1, 2024. As of the date of this report, 2,292 of these options were fully vested.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ John T. Hanson, Attorney-in-fact for Cris Keirn	07/10/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.